- Upon closing, acquisition will more than double Dominion Midstream's adjusted EBITDA, eliminating need for additional asset contributions or equity financing until second half of 2018

- Dominion to use proceeds to retire debt

Oct 31, 20166:03am

RICHMOND, Va., Oct. 31, 2016 /PRNewswire/ -- Dominion Midstream Partners, LP (NYSE: DM), and Dominion Resources, Inc. (NYSE: D), today announced an agreement in which Dominion Midstream will acquire Questar Pipeline, LLC, from Dominion for consideration of approximately $1.725 billion, including indebtedness of Questar Pipeline as part of the transaction value. The acquisition has an anticipated effective date of Dec. 1, 2016. The board of directors of Dominion and the board of directors and Conflicts Committee of Dominion Midstream GP, LLC, the general partner of Dominion Midstream, have approved the transaction.

Dominion Midstream intends to finance the acquisition through the following transactions:

An underwritten public offering of Dominion Midstream common units representing limited partner interests in the partnership,

Commitments received from a group of institutional investors led by Stonepeak Infrastructure Partners for $137.5 million of common limited partner units and up to $600 million of convertible preferred units representing limited partner interests in the partnership that are to be issued privately, and

Common units and preferred units that are to be issued to Dominion; and

A $300 million term loan provided by a group of banks, allowing Dominion Midstream to repay an existing term loan currently provided by Dominion.

Upon closing, the acquisition of Questar Pipeline – which owns and operates Federal Energy Regulatory Commission-regulated natural gas transmission and storage assets in Colorado, Utah and Wyoming – will be immediately accretive to Dominion Midstream's distributable cash flow and supportive of the partnership's intention to grow distributions to unitholders at a compounded annual growth rate of 22 percent per year. It is also expected to more than double Dominion Midstream's existing adjusted EBITDA, thereby obviating the partnership's need to acquire any additional assets or issue any additional equity to meet its annual distribution growth targets until the second half of 2018.

Subject to certain conditions, the preferred units will pay a distribution of 4.75 percent per year for two years, and thereafter a distribution equal to the greater of 4.75 percent per year and the amount that the preferred units would have received if they had converted into common limited partner units. The preferred units will generally be convertible into common limited partner units at a price reflecting an approximate 15 percent premium to the pricing of this morning's underwritten public offering of common limited partner units on a one-for-one basis after two years, at the purchasers' option, and after three years at Dominion Midstream's option, subject to certain conditions.

Dominion plans to use proceeds from the Questar Pipeline dropdown into Dominion Midstream to retire outstanding debt.

Thomas F. Farrell II, chairman, president and chief executive officer of Dominion and chairman and CEO of Dominion Midstream, said:

"Dominion Midstream's planned acquisition of Questar Pipeline and related financing have been anticipated as part of the financing structure of the Dominion-Questar Corporation combination since it was announced in February 2016. The capital generated from the Questar Pipeline dropdown will allow Dominion to pay down debt while supporting its earnings and dividend growth targets. The dropdown will also provide Dominion Midstream with additional earnings to support its best-in-class growth rate, without another asset drop or additional equity, until the second half of 2018.

"This successful financing also validates our business plan for Dominion Midstream, which involves accessing the capital markets to fund the acquisition of midstream assets to support the partnership's stated intention to grow distributions by 22 percent per year."

The Dominion Midstream GP's Conflicts Committee was advised by Richards, Layton & Finger, P.A. and Evercore Group L.L.C. This transaction is not subject to additional regulatory or other approvals.

About Dominion

Dominion is one of the nation's largest producers and transporters of energy, with a portfolio of approximately 26,000 megawatts of generation, 14,400 miles of natural gas transmission, gathering and storage pipeline, and 6,500 miles of electric transmission lines. Dominion operates one of the nation's largest natural gas storage systems with 1 trillion cubic feet of storage capacity and serves more than 6 million utility and retail energy customers. For more information about Dominion, visit the company's website at www.dom.com.

About Dominion Midstream

Dominion Midstream is a Delaware limited partnership formed by Dominion Resources, Inc., to grow a portfolio of natural gas terminaling, processing, storage, transportation and related assets. It is headquartered in Richmond, Va. For more information about Dominion Midstream, visit its website at www.dommidstream.com.

This news release includes certain "forward-looking information." Examples include information as to expectations, beliefs, plans, goals, objectives and future financial or other performance or assumptions concerning matters discussed in this release, including statements and expectations regarding future distributions, accretion of distributable cash flow, adjusted EBITDA growth, financing needs and plans and capital investments. These businesses are influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results and are often beyond our ability to control or estimate precisely. A number of factors that could cause actual results to differ from those in the forward-looking statements have been and will be identified in the SEC Reports on Forms 10-K and 10-Q, as applicable to Dominion and Dominion Midstream. We refer you to those discussions for further information. Any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made.

This news release contains certain non-Generally Accepted Accounting Principles (GAAP) financial measures, specifically adjusted EBITDA and distributable cash flow. These non-GAAP financial measures are provided as a supplement only and should not be considered as an alternative to any GAAP measure of our operating performance, liquidity or profitability. The presentation of these financial measures is not intended to be a substitute for or superior to any financial information prepared and presented in accordance with GAAP. The non-GAAP financial measures included in this news release should be reviewed in conjunction with our financial results reported under GAAP. Please see the third-quarter 2016 Dominion Midstream earnings news release for an explanation of adjusted EBITDA.